Consortium led by Aldworth, Mason Group and WeDoctor to Acquire Global Leading IVF Technology and Services Provider Genea Limited

HONG KONG, CHINA – Media
OutReach – 31 August 2018 – Genea
Limited (“Genea”), Australia’s
leading provider of integrated advanced assisted reproductive technology (“ART“) services, and a consortium of
investors (the “Consortium“) led by Aldworth Management (“Aldworth”), Mason Group
Holdings Limited (“Mason Group“, stock code: 00273.HK) and We Doctor Holdings Limited (“WeDoctor“), are
pleased to announce that the companies have entered into a Scheme
Implementation Agreement (“SIA”)
under which the Consortium will seek to acquire a 89.5% stake in Genea.
(collectively, the “Transaction“)

Genea is
one of the world’s leading fertility groups with an outstanding track record
spanning over 30 years. Genea developed technology including culture media and
embryo transfer catheters used in more than 600 clinics across 60 countries.
Headquartered in Sydney with over 400 employees and operations globally, Genea
is the only integrated ART platform, with both services and technology, in the
industry worldwide. Genea offers a
comprehensive range of ART services, including in-vitro fertilization (“IVF“),
egg and embryo freezing, genetic testing, sperm bank, day surgeries and
pathology. Leveraging on its extensive experience and
technologies, Genea has been engaged by hospitals and clinics in 17 countries
to conduct assessment and improvement projects, including some of the largest
hospitals in China.

Through its Genea
Biomedx division, Genea provides technologically advanced medical devices,
consumables and software that pioneers concepts of self-learning artificial
intelligence in this area of science and which help automate and standardise
the ART process for embryologists and practitioners at IVF labs and fertility
clinics. Since 2015, Genea has been the global innovation partner to global
pharmaceutical company Merck KGaA in ART technology for development and
commercialization of Genea’s innovative IVF technologies.

In 2017, Genea Biomedx won two Gold Awards at the
19th Annual Medical Design Excellence Awards, one of the most
respected medical product awards in the world through the successful
development of Geri, a time-lapse incubator with individually controlled
patient incubator chambers to provide automated cell event tracking for custom
applied scoring algorithms for embryo assessment and grading and Gavi, the
world’s first instrument to automate key stages of IVF vitrification which is
the process of freezing embryos and eggs for use in later cycles. In July 2018,
Genea was the highest ranked healthcare provider named on Australian Financial
Review’s Top 100 Most Innovative Companies List.

Strategic
Alignment

Mason
Group, Aldworth, and WeDoctor came together in
May 2018 to create Hong Kong’s largest IVF clinic group Reproductive Healthcare
Group through merger of two of the largest and most reputable IVF practices in
Hong Kong. The Transaction signifies a new step forward for the three companies
to venture into markets outside of Hong Kong and significantly expand their IVF
talent pool. While the Hong Kong IVF market remains
a key focus , they are also strategically eyeing a bigger share of the
cross-border and outbound Chinese medical tourism market which grew
approximately 40% year over year in 2017 to approximately RMB 1 billion
(~US$150.9 million). Leveraging on
Genea’s strong presence in Australia, New Zealand and Thailand, the Consortium
aim to capture growing outbound Chinese patients by providing them with easy
access to high quality IVF services overseas, and also further consolidate the
IVF technology and service industry in Asia.

Furthermore,
through Mason and WeDoctor’s sales channels for medical devices and
consumables, Genea can better position
itself to tap into China’s booming IVF market. The Transaction is expected to
facilitate the sharing of IVF resources in the region and encourage exchange of
technology and ideas among some of the brightest minds in the industry. It is
the combined vision of Aldworth Management, Mason Group, WeDoctor and Genea to
establish a world-leading assisted reproductive service provider and innovator
capable of driving the next stage of industry growth. Moreover, WeDoctor’s established network in China will be instrumental to
Genea’s plan to gain access and offer its innovative and leading IVF
technologies to the US$2 billion Chinese IVF market, one of the world’s largest
and fastest growing IVF markets.

The proposed investment also represents an important milestone for
WeDoctor in the implementation of its international strategy, further expanding
its healthcare platform outside of China and offering overseas medical services
to its Chinese users.

Tomas Stojanov, Chief Executive Officer of Genea, said: “The Transaction marks an
important next step on the ongoing growth of Genea as one of the world’s
leading integrated IVF companies. With the Consortium, Genea is confident it
has the right partners for the next stage of its growth and allows more patients
access to our technology and success rates and providing greater opportunities
for doctors and staff. The transaction will not impact patient care and there
is no intended change to the Genea business model.”

Mr.Jerry Liao, Chairmanand CEOof WeDoctor, said, “WeDoctor is poised to advance its strategic
international expansion through advantageous alliances and investments. We are
as enthusiastic about introducing Genea’s expertise to our platform and to
China as about extending our transnational reach and connecting Chinese users
with premium overseas medical services. Genea’s ART breakthroughs over the last
30 years have become the gold standard in the global IVF industry, and its
proven track record will enable us to capture the enormous
potential in China’s fast-growing IVF market and further propel WeDoctor’s business
development.”

Mr.
Jeff Chen, Chief Strategy Officer of WeDoctor, added, “We
are excited about the opportunities and synergies that this transaction can
provide to our business and clients. Genea is Australia’s best-in-class
fertility service provider with the highest success rate in the market. It is
also the only company in the ART industry that operates an integrated platform
for clinical services, technologies, medical devices, and consumables. With Genea’s strong R&D background and unique
distribution partnership with Merck,a global market leader in fertility drugs with an
extensive sales network in over 100 countries, we look forward to its
contribution to the continuing growth of WeDoctor and Mason Group’s
comprehensive healthcare ecosystem.”

Mr. Joel Chang, Chief Operating Officer of Mason
Group, said, “The Transaction marks another crucial step for
the expansion of Mason Group’s footprint as Asia’s leading IVF medical
platform. Following the successful merger of Reproductive Healthcare Limited
and The Women’s Clinic in Hong Kong and the establishment of the Reproductive
Healthcare Group, we believe that Genea will be a valuable addition to Mason’s
medical service and biotechnology platform in catering for the growing demand for high quality IVF treatment
by medical tourists from China. WeDoctor’s strong network and resources
in China can help Genea grow and expand its fertility and IVF medical device
and consumable businesses across the Asia
Pacific, especially in China.”

The SIA
documenting the Transaction was accepted and recommended by the board of Genea.
The SIA contains the terms and
conditions on which Genea and the Consortium will be implementing the
Transaction. The SIA is subject to conditions precedent including Genea
shareholder’s approval, Australia’s Foreign Investment Review Board approval,
court approval and other regulatory approvals. It is anticipated that the
Transaction will be complete before the end of this calendar year.

Genea
is being advised by CITIC CLSA as financial adviser and King & Wood
Mallesons as legal counsel. The Consortium is being advised by HWL Ebsworth
Lawyers as legal counsel.

About Genea Group

Genea Group is one of Australia’s leading providers for
infertility, IVF and other assisted conception treatment with over 30 years of
experience. It has operated the IVF clinic business and started to develop a
broad range of assisted reproductive technology (ART) devices with a view to
establishing standardization and best practices in the IVF industry. Genea has
built its reputation as a pioneer of fertility treatment backed up by in-house
research and technology development. For more information, please visit https://www.genea.com.au/group

About Aldworth Management

Aldworth is an Asian
investment firm focuses on healthcare and technology opportunities. Aldworth
partners with exceptional management teams and entrepreneurs, take equity
positions in their companies and help build businesses of significant and
sustainable value. Aldworth is also an investor in Reproductive Healthcare
Group, a leading IVF clinic group in Hong Kong.

About Mason Group

Mason Group Holdings Limited (stock code: 273.HK) is a Hong Kong-listed
health and wealth solutions service conglomerate. It principally provides
comprehensive financial services in Hong Kong, including financial brokerage
services, leveraged and acquisition financing, asset and wealth management
services and mortgages business. In addition, the Group provides innovative
health solutions through its healthcare business, mother-infant-child business,
and dairy products manufacturing business. Leveraging
its “Health + Wealth” strategy, the healthcare business provides steady
capital and a client based resource that can support the rapid development of
the Group’s financial services business.

About WeDoctor

We Doctor Holdings Limited
(“WeDoctor”) is China’s leading technology-enabled healthcare solutions
platform, providing seamless online and offline healthcare services as well as
integration of general practitioner and specialist doctors. Founded by Jerry
Liao and his team in 2010, WeDoctor operates four main business segments,
namely, WeDoctor Healthcare, WeDoctor Cloud, WeDoctor Insurance, and WeDoctor
Pharma.

WeDoctor brings together government,
hospitals, doctors, pharmaceutical companies and financial institutions to
create an innovative and holistic healthcare provision and funding ecosystem.
On the WeDoctor platform, there are over 2,700 hospitals, 220,000 leading
doctors, 15,000 pharmacies and 27 million monthly active users.

Since the establishment of China’s
largest appointment registration platform — Guahao.com, WeDoctor has continued
to transform the healthcare system through technology with the creation of the
nation’s first Internet hospital – Wuzhen Internet Hospital. It also launched
the industry’s first domestic smart health terminal, and has made significant
progress in the field of smart healthcare with the creation of AI-enabled diagnosis systems
for both Western and Chinese medicine.